DuPont de Nemours (DD) 10-K risk factor changes: FY2024 vs FY2023

DuPont received an opinion of counsel and also obtained a private letter ruling from the [removed: Internal Revenue Service (the "IRS")] [added: IRS] regarding certain matters impacting the U.S. federal income tax treatment of the separation and transfer by DuPont of its N&B Business (the “N&B Contribution”), N&B Distribution, Special Cash Payment and certain related transactions.

In connection with the separations and DWDP Distributions, DuPont, Dow and Corteva have entered into a Tax Matters Agreement, as [removed: amended,] [added: amended (the "DWDP Tax Matters Agreement"),] that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont.

[added: Other provisions of federal, state, local, or foreign] law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

Pursuant to the DWDP Separation and Distribution Agreement, the DWDP Employee Matters Agreement, and the DWDP Tax Matters [removed: Agreement, as amended,] [added: Agreement] (collectively, the “Core Agreements”) with Dow and Corteva, as well as the Letter Agreement between DuPont and Corteva, DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.

Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the distributions, and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other [removed: remedies.]

At December 31, [removed: 2023,] [added: 2024,] the Company has recorded an indemnification liability related to Stray Liabilities.

At December 31, [removed: 2023,] [added: 2024,] the Company had recorded indemnification assets related to Stray Liabilities and other matters.

While [removed: reducing uncertainty,] the [removed: Company expects to benefit from the] cost sharing arrangement related to future PFAS eligible [removed: costs, achievement of any such benefits may not be realized and depend] [added: costs reduces uncertainty, its ultimate impact] on [added: the Company depends on] a number of factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of [removed: final agreements] [added: future agreements, if any,] related to the cost sharing arrangement; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation [removed: obligations;] [added: obligations, including under Comprehensive Environmental Response, Compensation and Liability Act;] changes in laws and regulations applicable to PFAS chemicals, changes in applicable health advisory levels and in chronic reference doses for PFAS in drinking water; the performance by each of the parties of their respective obligations under the cost sharing arrangement.

The completed distributions of Corteva and Dow were each conditioned upon the receipt of an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s tax counsel, regarding the qualification of the applicable distribution along with certain related transactions as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the [removed: Internal Revenue] Code [removed: of 1986, as amended (the “Code,” and such] [added: (such] opinions, [removed: collectively,] the [removed: “Tax] [added: “DWDP Tax] Opinions”).

The [added: DWDP] Tax Opinions relied on certain facts, assumptions, and undertakings, and certain representations from the Company, Dow and Corteva, as applicable, as well as the IRS Ruling (as defined below).

Notwithstanding the [added: DWDP] Tax Opinions and the IRS Ruling, the [removed: Internal Revenue Service (the “IRS”)] [added: IRS] could determine on audit that either, or both, of the distributions and certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the [added: DWDP] Tax Opinions.

The [added: DWDP] Tax Opinions relied on the continued validity of the IRS Ruling and representations made by the Company as to the common ownership of the stock of TDCC and EIDP immediately prior to the DWDP Merger, and concluded that there was not a 50 percent or greater change of ownership for purposes of Section 355(e) as a result of the DWDP Merger.

Notwithstanding the [added: DWDP] Tax Opinions and the IRS Ruling, the IRS could determine that a distribution or a related transaction should nevertheless be treated as a taxable transaction to the Company if it determines that any of the Company’s facts, assumptions, representations or undertakings was not correct or that a distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the [added: DWDP] Tax Opinions that are not covered by the IRS Ruling.

Under the DWDP Tax Matters Agreement, [removed: as amended, that the Company entered into with] Dow and [removed: Corteva, Dow and] Corteva are generally obligated to indemnify the Company against any such taxes imposed on it.

However, if a distribution fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the DWDP Merger and the distributions, then under the DWDP Tax Matters Agreement, [removed: as amended,] the Company and Corteva, on the one hand, and Dow, on the other hand, would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on the first full trading day following the distribution of Dow, and the Company and Corteva would in turn share any such resulting tax liability in accordance with the relative equity values of the Company and Corteva on the first full trading day following the distribution of Corteva.

[added: Furthermore, under the terms of the DWDP Tax Matters Agreement, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either distribution to qualify as tax-free for] U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such party, or such party's affiliates’, stock, assets or business, or any breach of such party's representations made in connection with the IRS Ruling or in any representation letter provided to a tax advisor in connection with certain tax opinions, including the [added: DWDP] Tax Opinions, regarding the tax-free status of the distributions and certain related transactions.

To the extent that the Company is responsible for any liability under the DWDP Tax Matters Agreement, [removed: as amended,] there could be a material adverse impact on the Company's business, financial condition, results of operations and cash flows in future reporting periods.

[removed: DuPont] [added: DuPont] may not realize the anticipated benefits of [removed: its] [added: future] share repurchase programs and any failure to repurchase the Company’s common stock after DuPont has announced its intention to do so may negatively impact the Company’s stock price.

Under [removed: this or any other] future share repurchase programs, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.

Although these programs are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of DuPont common stock may decline below the levels at which [removed: we] [added: DuPont] repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the programs.

Operational changes and transition to renewable energy sources to meet country, NGO and corporate-level net-zero GHG emissions pledges and related decarbonization technology investments, may require the Company to make significant capital investments, re-qualify its [removed: products with certain suppliers, as well as meet additional regulatory and compliance requirements and could result in higher cost and expenses.]

In addition, and where the supply market for key raw materials is concentrated, DuPont takes additional steps to manage its exposure to supply chain risk and price fluctuations through, among [added: other things, negotiated long-term contracts some which include minimum purchase obligations.]

There can be no guaranty that such actions would significantly mitigate the impact on the company’s business, results of operations, access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its business, results of [removed: operations and] [added: operations,] financial condition [added: and cash flows] as a result of related global economic impacts, including inflationary pressures that have occurred and may continue to occur in the future.

However, risks from previous cybersecurity incidents, have not materially [removed: affected, and are not reasonably likely to materially affect,] [added: affected] the Company, including its [removed: business] strategy, results of operations or [removed: financial.][added: financial condition.]

[added: As part of preparatory and post-closing integration activities, the Company: (i) conducts a cybersecurity risk threat assessment and when evidence of a breach is] uncovered, conducts additional due diligence; (ii) based on the assessment, the Company develops and implements risk mitigation plans if needed and brings the acquisition under the Company’s cyber-attack/breach detection and response programs; and (iii) conducts an internal controls risk and compliance assessment and creates, as needed, responsive action plans intended to mitigate and remediate identified weaknesses in the control environment.

Despite these precautions, the Company’s confidential information and trade secrets are vulnerable to unauthorized access and use through employee error or actions, theft by employees or third parties, [removed: cybersecurity incidents and other security breaches.]

When unauthorized access and use is discovered, DuPont considers the matter for report to governmental authorities for investigation, as appropriate, and takes measures intended to [added: stop and contain unauthorized access and to] mitigate any potential impact [removed: and] [added: which may include civil actions seeking redress, and/or damages based on loss] to [removed: stop unauthorized access.][added: the Company and/or unjust enrichment.]

Since certain of the Company's [removed: assets, especially those related to the Water & Protection and Electronics and Industrial segment, and those carried at Corporate & Other] [added: assets] at December 31, [removed: 2023] [added: 2024] are heritage [removed: EIDP,] [added: EIDP or were subsequently acquired,] declines, if any, in projected cash flows could have a material, negative impact on the fair value of the Company’s reporting units and assets.

Refer to [removed: note] [added: Note] 14 of the Consolidated Financial Statements for [added: further] information regarding [removed: the goodwill] [added: future] impairment [removed: recorded in 2023.][added: risk for the Protection reporting unit.]

In accordance with US GAAP, at least [removed: annually] [added: annually,] or more frequently if impairment indicators are identified, DuPont must assess both goodwill and indefinite-lived intangible assets for impairment.

Where DuPont utilizes discounted cash flow methodologies in determining fair values, significant negative industry or economic trends and forecasts (including projected [removed: revenue, gross margins, selling, administrative, research and development expenses,] [added: revenue growth, EBITDA,] capital expenditures, [removed: the] weighted average cost of capital, [removed: the] terminal growth rates, and the tax rates), disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant change or planned changes in use of our assets, changes in the structure of [removed: our] [added: the Company's] business, divestitures, market capitalization declines or increases in associated discount rates may impair our goodwill and other intangible assets.

If [removed: DuPont] [added: the Company] is unable to generate sufficient cash flow or maintain access to adequate external financing, it could restrict the Company’s current operations, activities under its current and future stock buyback programs, and the Company’s growth opportunities, which could adversely affect the Company’s operating results.

The percentage of net sales generated by the international operations of DuPont, including U.S. exports, was approximately [removed: 68] [added: 67] percent of net sales on a continuing operations basis for the year ended December 31, [removed: 2023.][added: 2024.]

As of the year ended December 31, [removed: 2023,] [added: 2024,] the Company’s largest currency exposures are the European euro, Chinese renminbi, Japanese yen, South Korean won and Canadian dollar.

Trade regulations, policies and disputes can and have increased tariffs, trade barriers, limited the Company’s ability to sell certain products to certain customers, and otherwise impacted the Company’s global supply and distribution chains and [removed: research and development activities.]

Continuing or expanding trade restrictions or disputes [added: or changes in international trade policy, including new or increased tariffs or export controls,] could adversely impact demand for and manufacture, distribution or sale of the Company’s products, and restrict access to certain markets, any of which could have a material adverse effect on the Company’s results of operations and growth prospects.

Among other changes to the [removed: Internal Revenue Code of 1986, as amended (the “Code”),] [added: Code,] the IRA imposes a 15 percent corporate alternative minimum tax on certain corporations (the “CAMT”).

Changes in tax laws or regulations, including further regulatory developments in connection with the IRA; multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (OECD) including the OECD's Global Anti-Base Erosion [removed: ("GloBE)] [added: ("GloBE")] rules under Pillar Two, which introduces a global minimum corporate tax rate set at 15 percent on multinational enterprises; and the OECD’s, European Commission’s and other major jurisdiction’s heightened interest in and taxation of large multi-national companies, increase tax uncertainty and [added: could] impact the Company’s effective tax rate and provision for income taxes.

Risks related to the Intended Electronics Separation

DuPont may be unable to achieve all the benefits that it expects to achieve from the Intended Electronics Separation, if the Intended Electronics Separation is effected at all.

The success of the Intended Electronics Separation ultimately depends on, among other things, DuPont's ability to internally separate the Electronics business in a manner that facilitates the Intended Electronics Separation on a U.S. federal income tax-free basis and enables the future Electronics company as well as “new” DuPont, as a diversified industrials-focused company, (the “FutureCos” and each, a “FutureCo”), to benefit from increased focus and agility in their respective industries.

DuPont, and each of its businesses, has and continues to benefit from efficiencies through the optimization of its global footprint, leveraging of corporate, procurement and functional services and costs across all of its businesses.

While the Intended Electronics Separation is expected to create dis-synergies, the intent is to stand the FutureCos in a way that is favorably competitive for each FutureCo’s respective industry.

The separation and distribution transactions necessary to effectuate the Intended Electronics Separation will be complex, costly and time-consuming, and are subject to difficulties, uncertainties and unanticipated risks, each of which may diminish the benefits the Company expects to realize from the Intended Electronics Separation.

These include, but are not limited to:

- delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Electronics Separation;

- unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or political or regulatory conditions, including as a result of executive orders;

- difficulties in standing the FutureCos and completing the Intended Electronics Separation in an efficient and effective manner to achieve business opportunities and growth prospects;

- costs or inefficiencies associated with dis-synergies, including due to increased borrowing costs;

- the diversion of management’s attention from ongoing business concerns and performance shortfalls at the Company as a result of the devotion of management’s attention to the Intended Electronics Separation;

- the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Electronics Separation;

- unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies;

- impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders;

- tax costs or inefficiencies associated with the Intended Electronics Separation; and

- potential negative reactions from the financial markets if the Company fails to complete the Intended Electronics Separation, as currently expected, within the anticipated time frame or at all.

If the Intended Electronics Separation is completed, each of the FutureCos will incur ongoing costs of operating as independent companies that will no longer be shared, and each of the FutureCos will be smaller, less diversified companies with more limited businesses concentrated in their respective industries than DuPont is today.

As a result, the FutureCos may be more vulnerable to changing market conditions, be subject to costs that exceed the Company’s estimates and the Intended Electronics Separation may result in existing shareholders divesting the stock of the FutureCos where investment strategies no longer align, which may affect the market price of the respective FutureCos’ common stock following the consummation of the Intended Electronics Separation.

Each of these risks may diminish the benefits the Company expects to realize from the Intended Electronics Separation.

Further, if the Intended Electronics Separation is ultimately not consummated, the anticipated benefits, operational efficiencies, business opportunities and growth prospects may not be realized fully or at all, or may take longer to realize than expected, and the value of common stock, the revenues, levels of expenses and results of operations of each of the FutureCos may be adversely affected.

In addition, the Company will have incurred costs (which may be significant) without realizing the benefits of such transaction.

The Intended Electronics Separation may adversely impact DuPont’s ability to access the capital markets and its cost of capital.

The Intended Electronics Separation may have the effect of, among other things:

- requiring the Company to dedicate significant cash flow to the Company’s debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinance, repayment, redemption, repurchase or exchange of the Company’s outstanding debt, and payment of costs associated with the Intended Electronics Separation, which will reduce funds the Company has available for other purposes;

- exposing the Company to interest rate risk at the time of refinancing outstanding debt or on the portion of the Company’s debt obligations that are issued at variable rates;

- increasing the borrowing costs associated with the re-allocation or taking on of new debt; and

- although the Company expects to maintain investment grade ratings, resulting in downgrades of the Company’s credit ratings leading to increased borrowing costs to the Company.

DuPont’s primary sources of liquidity to finance operations, including stock repurchases and dividends on its common stock, is cash generated by its businesses and access to the debt capital markets.

Further, DuPont is considering potentially repaying, redeeming, repurchasing or exchanging some or all of its senior notes, of which there are about $7.2 billion aggregate principal amount outstanding, with maturities in 2025, 2028, 2038 and 2048.

If the Company’s ability to continue to raise money in the debt capital markets is impaired, or if there is a significant increase in the cost of debt, there may be a significant negative effect on the Company’s liquidity.

If the intended distribution of the Electronics FutureCo, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.

It is expected that DuPont will receive a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel, as a condition to the distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, such distribution along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code,” and such opinion, the “Tax Opinion”).

The Tax Opinion is expected to rely on certain facts, assumptions, and undertakings, and certain representations from DuPont and the Electronics FutureCo, regarding the past and future conduct of each of their respective businesses and other matters.

Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that the distribution and/or certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion.

If the distribution and/or certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.

Generally, corporate taxes resulting from the failure of the distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont.

Under a tax matters agreement expected to be entered into between DuPont and the Electronics FutureCo, the responsibility for such taxes may be allocated between the FutureCos under certain circumstances and each FutureCo may be obligated to indemnify the other against any such taxes imposed on it.

To the extent that DuPont is responsible for any liability as a result of the failure of the distribution and/or certain related transactions to qualify for non-recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of operations and cash flows in reporting periods following the Intended Electronics Separation.

remedies.

Other provisions of federal, state, local, or foreign

Furthermore, under the terms of the DWDP Tax Matters Agreement, as amended, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either distribution to qualify as tax-free for

Subsequent to year end, in the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B Program”).

The $1B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock.

The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the ASR agreement, less an agreed upon discount.

Final settlement is expected in the second quarter of 2024.

other things, negotiated long-term contracts some which include minimum purchase obligations.

As part of preparatory and post-closing integration activities, the Company: (i) conducts a cybersecurity risk threat assessment and when evidence of a breach is

DuPont continuously evaluates acquisition candidates, including significant transactions, that may strategically fit the Company’s business and/or growth objectives.

In particular, trade tensions between the US and China have led to increased trade restrictions on the semiconductor business, particularly exports to China of US-regulated products and technology, that have affected downstream demand impacting ordering patterns from certain customers of the Semiconductor technologies business.

As of December 31, [removed: 2023,] [added: 2024,] the Company has [removed: $4.4] [added: $1.6] billion of net working capital and [removed: $2.4] [added: $1.9] billion in cash and cash equivalents.

In the comparative period, the results of operations for the [removed: years] [added: year] ended December 31, 2022 [removed: and 2021] present the financial results of the M&M Businesses as discontinued operations.

For the year ended December 31, 2023, the Consolidated Statements of Cash Flows present the cash flows of the Delrin® Divestiture as [removed: discontinued operations.]

In the comparative period, the cash flows for the [removed: years] [added: year] ended December 31, 2022 [removed: and 2021] present the financial results of the M&M Businesses as discontinued operations.

[removed: Spectrum] [added: Donatelle Plastics] is being integrated into [added: Industrial Solutions within] the Electronics & Industrial segment.

The net purchase price was approximately [removed: $1,792] [added: $1,781] million, including a net upward adjustment of approximately [removed: $43.1] [added: $43] million for acquired cash and net working capital, among other items.

On November 1, 2022, the Company announced the termination of the previously announced agreement to acquire the outstanding shares of Rogers Corporation (“Rogers”) as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers [added: Corporation] Acquisition").

The results of operations of the Biomaterials business unit are reported in Corporate & Other for [removed: 2021 and] 2022.

As of December 31, [removed: 2023,] [added: 2024,] the Company has recorded an indemnification liability of [removed: $206] [added: $222] million in connection with the cost sharing arrangement related to future eligible PFAS costs.

Total pre-tax charges of [added: $46 million,] $487 million and $96 million related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, [added: 2024,] 2023 and 2022, respectively, in the Company's Consolidated Statements of Operations.

The [added: increase in] pre-tax charges for the year ended December 31, 2023, are primarily driven by the definitive agreement reached in June 2023 by Chemours, Corteva, EIDP and DuPont to comprehensively resolve all PFAS-related claims of a defined class of U.S. public water systems, (the “Water District Settlement Agreement”) for $1.185 billion in cash to be paid to a Qualified Settlement Fund, (the “Water District Settlement [removed: Fund”) of which DuPont is responsible for $400 million.][added: Fund”).]

DuPont’s [added: contribution of] $400 million [removed: contribution] [added: to the Water District Settlement Fund] was made in the third quarter 2023 and is reflected in “Restricted cash and cash equivalents “on the Consolidated Balance Sheets as of December 31, 2023.

[removed: As a result of the analysis] [added: For] the [removed: Company] [added: years ended December 31, 2023 through December 31, 2024, DuPont] recorded [removed: an impairment] [added: a pre-tax] charge [added: related to the 2022 Restructuring Program in the amount] of $94 [removed: million ($65 million net of tax)] [added: million, recognized] in [removed: “Restructuring] [added: "Restructuring] and asset related charges - [removed: net”] [added: net"] in the [added: Company's] Consolidated Statements of [removed: Operations for the year ended December 31, 2023] [added: Operations, comprised of severance and] related [removed: to the Electronics & Industrial segment.][added: benefit costs.]

During [removed: 2023,] [added: 2024,] the Board of Directors authorized and paid quarterly dividends of [removed: $0.36] [added: $0.38] per share to shareholders of record in the first, second, third and fourth quarters, respectively.

[removed: On November 7, 2022, DuPont’s] [added: In the first quarter 2024, the Company’s] Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to [removed: $5] [added: $1] billion of common stock (the [removed: "$5B Share Buyback Program") in addition to the $250 million remaining under the Company’s 2022] [added: "$1B] Share Buyback [removed: Program.][added: Program”).]

The [removed: new repurchase program expires] [added: $1B Share Buyback Program terminates] on June 30, [removed: 2024,] [added: 2025,] unless extended or shortened by the Board of Directors.

[removed: In accordance with the terms] [added: DuPont paid an aggregate] of [removed: the agreements with] [added: $500 million to] the [removed: counterparties, DuPont] [added: counterparty and] received initial deliveries of [removed: 38.8] [added: 6.0] million shares [removed: in the aggregate,] [added: of DuPont common stock,] which were retired immediately and [removed: were] recorded as a reduction [removed: to] [added: of] retained [removed: earnings.][added: earnings of $400 million.]

[removed: In connection with the completion of the transaction, the] [added: The] remaining [removed: $613] [added: $100] million was [removed: settled] [added: evaluated] as [removed: a] [added: an unsettled] forward contract indexed to DuPont common [removed: stock at the time of settlement,] [added: stock,] classified within [removed: stockholders’ equity.][added: stockholders' equity as of March 31, 2024.]

[removed: At the completion of the $3.25B ASR Transaction,] [added: In total,] the Company [removed: had] repurchased [removed: and retired a total of 46.8] [added: 6.9] million shares at an average price of [removed: $69.44] [added: $71.96] per [removed: share.][added: share under the Q1 2024 ASR Transaction.]

[removed: DuPont paid an aggregate of $2.0 billion to] [added: The settlement resulted in] the [removed: counterparties and received initial deliveries] [added: delivery] of [removed: 21.2] [added: approximately 1.0] million [added: additional] shares [removed: in aggregate] of DuPont common stock, which were retired immediately and recorded as a reduction [removed: to] [added: of] retained earnings of [removed: $1.6 billion.][added: $72 million.]

In total, the Company repurchased [removed: 27.9] [added: 6.9] million shares at an average price of [removed: $71.67] [added: $71.96] per share under the [removed: $2B] [added: Q1 2024] ASR Transaction.

[removed: Subsequent to year end, in] [added: In] the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1B [added: Share Buyback] Program”).

Under the $1B [added: Share Buyback] Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.

[removed: In] [added: Also in] the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common [removed: stock; DuPont received initial deliveries in February 2024, of 6 million shares of common stock.][added: stock ("Q1 2024 ASR Transaction").]

The Company recorded total excise tax of [removed: $21.2] [added: $8] million [added: and $21 million, respectively,] as a reduction to retained earnings for the [removed: year] [added: years] ended December 31, [added: 2024 and] 2023.

In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements [added: ("2022 Swaps")] with an aggregate notional principal amount totaling $1 billion to hedge changes in the fair value of the [removed: Company's] [added: Company’s] long-term debt due to interest rate change movements.

These swaps converted [removed: the] $1 billion of the [removed: Company's] [added: Company’s] $1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with an interest rate based on the Secured Overnight [removed: Finance] [added: Financing] Rate [removed: (SOFR).][added: ("SOFR").]

The [removed: interest rate swaps are designated as fair value hedges and] [added: 2022 Swaps] expire on November 15, [removed: 2032.][added: 2032 and are carried at fair value.]

[removed: For more information see] [added: Refer to] Note 21 to the Consolidated Financial [removed: Statements.][added: Statements for more information on the Company’s interest rate swap agreements.]

For the [removed: year] [added: years] ended December 31, [removed: 2023,] [added: 2023 through December 31, 2024,] DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of [removed: $110] [added: $199] million, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of [removed: $80] [added: $114] million of severance and related benefit costs and asset related charges of [removed: $30] [added: $85] million.

At December 31, [removed: 2023,] [added: 2024,] total liabilities related to the 2023-2024 Restructuring Program were [removed: $79] [added: $47] million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

DuPont recorded pre-tax charges related to the 2022 Restructuring Program in the amount of [removed: $96] [added: $94] million inception-to-date, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of [removed: $82] [added: $80] million of severance and related benefit costs and asset related charges of $14 million.

At December 31, [removed: 2023,] [added: 2024,] total liabilities related to the 2022 Restructuring Program were [removed: $27] [added: $1] million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

DuPont recorded [added: a] pre-tax [removed: charges] [added: charge] related to the [removed: 2021] [added: 2023-2024] Restructuring [removed: Actions] [added: Program] in the amount of [removed: $47] [added: $199] million inception-to-date, [removed: consisting] [added: recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements] of [added: Operations, comprised of $114 million of] severance and related benefit costs [removed: of $27 million] and asset related charges of [removed: $20] [added: $85] million.

At December 31, [removed: 2023,] [added: 2024,] total liabilities related to the [removed: 2021] [added: 2023-2024] Restructuring [removed: Actions] [added: Program] were [removed: $1] [added: $47] million for severance and related [removed: benefits.][added: benefit costs,]

| In millions | | | [removed: *2023*] [added: *2024*] | | | [removed: *2022*] [added: *2023*] | | | [removed: *2021*] [added: *2022*] | | |

| Net sales | | | $ | [removed: 12,068] [added: 12,386] | | $ | [removed: 13,017] [added: 12,068] | | $ | [removed: 12,566] [added: 13,017] | |

| | | | *For the Year Ended December 31, [removed: 2023*] [added: 2024*] | | | | | | | | | | | | | | | *For the Year Ended December 31, [removed: 2022*] [added: 2023*] | | | | | | | | | | | | | | |

| Electronics & Industrial | | | [removed: —] [added: (2)] | | % | (1) | | % | [removed: (11)] [added: 8] | | % | [removed: 2] [added: 6] | | % | [removed: (10)] [added: 11] | | % | [removed: 2] [added: —] | | % | [removed: (3)] [added: (1)] | | % | [removed: 3] [added: (11)] | | % | [removed: 5] [added: 2] | | % | [removed: 7] [added: (10)] | | % |

| Water & Protection | | | [removed: 3] [added: (1)] | | | (1) | | | [removed: (7)] [added: (2)] | | | — | | | [removed: (5)] [added: (4)] | | | [removed: 12] [added: 3] | | | [removed: (4)] [added: (1)] | | | [removed: (1)] [added: (7)] | | | — | | | [removed: 7] [added: (5)] | | |

Intended Electronics Separation

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

discontinued operations.

Donatelle Plastics Acquisition

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), for a net purchase price of $365 million (the "Donatelle Plastics Acquisition") which includes immaterial adjustments for acquired cash and net working capital.

The net purchase price also includes the estimated fair value for a contingent earn-out liability of $40 million.

Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices.

The Company’s total contribution, including interest, of $408 million has been removed from "Restricted cash and cash equivalents - current" along with the associated "Accrued and other current liabilities" within the Consolidated Balance Sheets as of December 31, 2024, as the settlement became final in the second quarter 2024.

The Company completed its share buyback programs that were open in 2022 and 2023.

In the first half of 2024, the Company entered and completed a $500 million ASR transaction under the $1B Share Buyback Program.

In connection with the Previously Intended Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback program.

See the discussion under Liquidity and Capital Resources starting on page [47](#i598f53debd07405b8eb82a533e35698b_51078) for more information.

The Company recorded total excise tax of $8 million and $21 million, respectively, as a reduction to retained earnings for the years ended December 31, 2024 and 2023, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in our Consolidated Balance Sheets as of December 31, 2024 and 2023.

Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the Consolidated Statements of Operations.

On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes in accordance with their terms.

The redemption was effective on June 15, 2024.

As a result of the announced redemption, the Company dedesignated the then current hedging relationship.

At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of debt.

The remaining basis adjustment is amortized to interest expense over the remaining term of the 2038 Notes.

The basis adjustment amortization for the year December 31, 2024 was $1 million.

Refer to Note 15 for additional details on the partial redemption of the 2038 Notes.

In June 2024, the Company entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements.

One swap converted $2.15 billion principal amount of the fixed rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048 with an interest rate based on SOFR.

The other swap converted $1 billion principal amount of the 2038 Notes into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate based on SOFR.

The 2024 Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value.

Fair value hedge accounting has not been applied.

The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt.

As such, changes in the fair value and gain or loss from net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.

The amount charged related to interest rate swaps not designated as hedges was a loss of $138 million and zero for the years December 31, 2024 and 2023, respectively.

*2024 versus 2023*

The increase in 2024 compared to 2023 was primarily due to higher variable compensation.

The increase in SG&A cost in 2024 compared to 2023 was primarily due to higher variable compensation and incremental cost from the Spectrum and Donatelle acquisitions.

The slight decrease in amortization of intangibles in 2024 compared to 2023 was primarily due to absence of amortization in 2024 from fully amortized assets.

Inventory write-offs associated with restructuring programs are recorded to "Cost of Sales” in the Consolidated Statements of Operations.

For the year ended December 31, 2024, these costs were primarily related to the Previously Intended Business Separations, including the Intended Electronics Separation.

The year ended December 31, 2024 included a $138 million net loss related to interest rate swap activity including mark-to-market adjustments and a $74 million loss on debt extinguishment partially offset by $73 million of interest income.

The decrease in interest income period over period is due to the decreased cash balance in 2024.

The financial position of DuPont as of December 31, 2022 presents the assets and liabilities of the Delrin® Divestiture as held for sale, presented as discontinued operations.

See Note 4 to the Consolidated Financial Statements for additional information.

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N&B Transaction

On February 1, 2021, the Company completed the divestiture of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc. (“IFF”) in a Reverse Morris Trust transaction (the “N&B Transaction”) that resulted in IFF issuing shares to DuPont stockholders.

In connection with the N&B Transaction, N&B made a one-time cash payment of approximately $7.3 billion (the “Special Cash Payment”) to DuPont.

The results of operations of DuPont for all periods presented reflect the historical financial results of N&B as discontinued operations.

The comprehensive income related to N&B has not been segregated and are included in the Consolidated Statements of Comprehensive Income for the applicable period.

Unless otherwise indicated, the information in the notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of N&B.

Laird Performance Materials

On July 1, 2021, DuPont completed the acquisition of Laird Performance Materials ("Laird PM") from Advent International (“Laird PM Acquisition”) for cash consideration of $2.4 billion, which reflects adjustments, primarily for acquired cash and net working capital.

Laird PM has been integrated into the Electronic & Industrials segment.

On December 31, 2021, the Company completed the sale of its Clean Technologies business unit, which is part of Corporate & Other.

Total consideration related to the sale of the business is approximately $510 million, with cash proceeds of about $500 million reflecting adjustments for customary closing costs as defined within the purchase agreement.

For the year ended December 31, 2021, a pre-tax loss of $3 million ($39 million loss net of tax, primarily driven by nondeductible goodwill) on the disposition was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

In the second quarter of 2021, the Company completed the sale of its Solamet® business unit, which was part of Corporate & Other.

Total consideration received related to the sale of the business was approximately $190 million.

The sale resulted in a pre-tax gain of $140 million ($105 million net of tax) which was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

Macroeconomic Conditions

In 2023, DuPont continued to experience the impact of macroeconomic factors primarily involving channel inventory destocking and slower industrial demand in China.

The ultimate extent to which these macroeconomic factors will continue to impact DuPont's results is not known.

The global economy has been impacted in recent years by supply chain disruptions and inflationary cost pressures as well as the military conflict between Russia and Ukraine and the COVID-19 pandemic.

In 2022, the Company exited substantially all business operations in Russia and the Company does not have operations in the Ukraine.

The military conflict in the Ukraine did not have a significant impact on results in 2023.

The COVID-19 pandemic is not expected to have a significant impact on the Company's businesses globally in the foreseeable future.

The increase in pre-tax charges also reflects the agreement by Chemours, Corteva and DuPont with the State of Ohio in which the three companies agreed to pay $110 million of which DuPont’s portion is $39 million.

The Ohio agreement triggers a supplemental payment of $25 million to the State of Delaware related to an agreement reached in 2021 of which the Company’s portion is $9 million.

Long-Lived Asset and Indefinite-Lived Asset Impairments

In connection with the M&M Divestitures, in the first quarter of 2022 a portion of an equity method investment was reclassified to “Assets of discontinued operations” within the Consolidated Balance Sheets.

The reclassification served as a triggering event requiring the Company to perform an impairment analysis on the retained portion of the equity method investment held within “Investments and noncurrent receivables” on the Consolidated Balance Sheets.

See Notes 6 and 14 of the Consolidated Financial Statements for additional information.

The DuPont Board of Directors on February 5, 2024 declared a first quarter 2024 dividend of $0.38 per share, a 6 percent per share increase versus the first quarter 2023 dividend, payable on March 15, 2024, to holders of record at the close of business on February 29, 2024.

In February 2022, the Company's Board of Directors authorized a $1.0 billion share buyback program, with an expiration date in March 2023.

At the end of the third quarter 2022, the Company had repurchased and retired a total of 11.9 million shares for $750 million under the 2022 Share Buyback Program, with $250 million remaining on the authorization.

The remaining $250 million was completed in 2022 as part of the Company's $3.25B ASR Transaction discussed below.

On November 10, 2022, DuPont entered into an accelerated share repurchase ("ASR") transaction with three financial counterparties for the repurchase of an aggregate of approximately $3.25 billion (the "$3.25B ASR Transaction").

The $3.25B ASR transaction was funded with cash on hand from the M&M Divestiture.

In the third quarter 2023, DuPont entered into an ASR agreement with three financial counterparties to repurchase an aggregate of $2.0 billion of common stock (the "$2B ASR Transaction").

The remaining $400 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders’ equity as of December 31, 2023.

Subsequent to year end, in the first quarter of 2024, the accelerated share repurchase agreements under the $2B ASR Transaction were settled.

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| In millions | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Foreign currency contracts | | | $ | [removed: 3] [added: —] | | $ | [removed: (25)] [added: 3] | | $ | [removed: (165)] [added: (181)] | | $ | [removed: (290)] [added: (165)] | |

If the U.S. dollar weakened by 10 percent, the fair value of the net investment hedge would have been approximately [removed: $101] [added: $88] million lower as of December 31, [removed: 2023] [added: 2024] and approximately [removed: $91] [added: $101] million lower as of December 31, [removed: 2022.][added: 2023.]

If the floating rates appreciated by 10 percent, the fair value of the interest rate swaps would have been approximately [removed: $26] [added: $165] million lower as of December 31, [removed: 2023] [added: 2024] and [added: approximately $26 million lower as of] December 31, [removed: 2022.][added: 2023.]

The Company maintains cash and cash equivalents, [removed: marketable securities,] derivatives and certain other financial instruments with various financial institutions.

As of December 31, [removed: 2023,] [added: 2024,] no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.

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On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EID, (the “Corteva [removed: Distribution] [added: Distribution"] and together with the Dow Distribution, the “DWDP Distributions”).

At December 31, [removed: 2023,] [added: 2024,] the Company has subsidiaries in about 50 countries worldwide and manufacturing operations in about 24 countries.

In the third quarter 2023, the Company completed the repurchase [removed: $3.25 billion] [added: and retired a total] of [removed: its] [added: 46.8 million shares of] common stock [removed: through an accelerated share repurchase (“ASR”) transaction (the “$3.25B ASR Transaction”)] with $250 million of such repurchases completing the $1 billion share repurchase program approved in February 2022 [removed: (the “2022 Share Buyback Program”)] and the remaining $3 billion under the $5B Share Buyback Program.

[removed: Subsequent to year end, in] [added: In] the first quarter [added: of] 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock [removed: (“the $1B] [added: (the "$1B Share Buyback] Program”).

The $1B [added: Share Buyback] Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

[removed: Subsequent to year end, in] [added: In] the [removed: first] [added: second] quarter [added: of] 2024, DuPont [removed: entered] [added: completed] an [removed: ASR agreement with one counterparty] [added: accelerated stock repurchase transaction (“ASR")] for the repurchase of about $500 million of common stock.

[added: On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), (the "Donatelle Plastics Acquisition"),] which [removed: was] [added: is being] integrated into [removed: Interconnect] [added: Industrial] Solutions within the Electronics & Industrial segment.

On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”) which is [removed: onboarding into] [added: part of] Industrial Solutions within the Electronics & Industrial segment.

The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the results of operations of DuPont for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] and the Consolidated Statements of Cash Flows giving effect to the M&M Divestitures [removed: and the N&B Transaction] as if [removed: each] [added: it] had occurred on January 1, [removed: 2021,] [added: 2022,] with the historical financial results of the businesses divested as part of the M&M Divestitures (the "M&M Businesses") [removed: and the N&B Transaction] reflected as discontinued operations, as applicable.

The comprehensive income related to the M&M Businesses [removed: and the N&B business have] [added: has] not been segregated and are included in the Consolidated Statements of Comprehensive Income, for the year ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] as applicable.

Unless otherwise indicated, the information in the Notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M [removed: Businesses or N&B.][added: Businesses.]

[removed: Since] [added: With] the [removed: acquisition] [added: acquisitions] of [removed: Spectrum,] [added: Spectrum and Donatelle,] Electronics & Industrial also produces specialty medical devices.

[removed: Laird PM] [added: Donatelle Plastics] is presented within the [removed: Interconnect] [added: Industrial] Solutions business.

Details on Electronics & Industrial's [removed: 2023] [added: 2024] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

| Semiconductor Technologies | | | Integrated circuit fabrication for memory and logic semiconductors | | | CMP consumables, photolithography materials, semiconductor fabrication materials, fabrication cleaners and removers, advanced chip packaging materials and thermal management [added: materials, OLED and other display process] materials | | | | | |

| Interconnect Solutions | | | Printed circuit board, electronic and industrial finishing | | | Circuit packaging film and laminate materials, interconnect metallization and imaging process chemistries, dry film photoresists, polyimide films, flexible circuit materials, [added: LED encapsulants,] electromagnetic shielding and thermal management materials | | | | | |

| Industrial Solutions 1 | | | Flexographic printing and inkjet printing, [removed: display materials,] high performance parts and specialty silicones for automotive, aerospace, electronics, industrial, healthcare and medical device markets | | | Flexographic printing plates and materials, digital inks, [removed: OLED and other display process materials, LED encapsulants,] perfluoroelastomer and polyimide parts and shapes, [removed: and] specialty silicone elastomers and [removed: lubricants] [added: lubricants, and specialty extrusion and molded parts for medical devices and components] | | | | | |

[removed: Spectrum,] [added: Donatelle Plastics,] a recently acquired component of the Electronics & Industrial [removed: Segment,] [added: segment,] has been included within the Industrial Solutions business.

Details on Water & Protection's [removed: 2023] [added: 2024] net sales, by major product line and geographic region, are as follows:

[removed:  ][added:  ]

The Company [added: completed the] previously announced plans to [removed: invest more than $400 million in Water & Protection to] increase capacity for the manufacture of TYVEK® nonwoven materials at its Luxembourg site due to growing global demand.

The costs of the M&M Businesses that are classified as discontinued operations include only direct operating expenses incurred prior to the [added: M&M Divestiture on] November 1, 2022 [removed: M&M Divestiture] and costs which the Company stopped incurring upon the close of the Delrin® Divestiture.

A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M [removed: Divestiture,] [added: Divestitures,] and for which it is reimbursed [removed: by Celanese,] (“Future Reimbursable Indirect Costs”).

Future Reimbursable Indirect Costs are reported within continuing operations [added: in Corporate & Other] but are excluded from [removed: operating] [added: Operating] EBITDA as defined below.

The results of Corporate & Other [added: also] include the sales and activity of certain divested businesses including the operations of [removed: Biomaterials, Clean Technologies and Solamet®] [added: the Biomaterials] business [removed: units.][added: unit divested in May 2022.]

In [removed: 2023,] [added: 2024,] no significant portion of the Company's sales was dependent upon a single customer.

- *Electronics & Industrial:* Element Solutions, Entegris, [added: Fujifilm,] Henkel, JSR, Merck KGaA, MKS Instruments, [removed: Parker Hannifin,] and [removed: TOK.][added: Resonac.]

- *Water & Protection:* 3M, Honeywell, Hydranautics, Kingspan, [removed: Kolan,] [added: Kolon,] Lanxess, [removed: LG Chem,] Owens-Corning, Ecolab, Avient, Toray, Teijin, and Yantai.

[removed: Prices] [added: The prices of raw materials] are driven by global supply and demand.

The Company actively works to mitigate impacts of [removed: widespread supply chain and logistics issues.][added: such conditions.]

At December 31, [removed: 2023,] [added: 2024,] the Company owned about [removed: 12,700] [added: 12,800] patents and patent applications globally.

Approximately [removed: 78] [added: 80] percent of the Company’s patent estate has a remaining term of more than 5 years.

For more information see: (1) Environmental Proceedings on page [removed: [27](#i351898e36c754d9d8c741ba1c4923915_46),] [added: [30](#icdcee239873d42d6a5337e11b6d8c157_43),] (2) Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page [removed: [35](#i351898e36c754d9d8c741ba1c4923915_70),] [added: [37](#icdcee239873d42d6a5337e11b6d8c157_64),] (3) Notes 1 and 16 to the Consolidated Financial Statements.

Information about DuPont’s [removed: ESG-related] [added: sustainability-related] policies, programs, initiatives and goals is available under [removed: *Sustainability*] [added: Sustainability] in the [removed: About Us] [added: "About Us"] section of its website.

The Company’s [removed: 2023] [added: 2024] Sustainability Report, which is aligned to the Global Reporting Initiative (“GRI”) Standards and the Sustainability Accounting Standards Board ("SASB") frameworks, includes information based on the businesses and facilities owned and operated by the Company during the calendar year [removed: 2022.][added: 2023.]

Additional corporate governance information, including DuPont’s amended and restated charter, amended and restated bylaws, corporate governance guidelines, Board committee charters, and code of business conduct and ethics, is available under [removed: *Corporate Governance*] [added: Corporate Governance] in the "For Investors" section of the Company’s website.

Through training and professional development initiatives, promoting a [removed: culture of diversity, equity] [added: respectful] and [removed: inclusion,] [added: welcoming culture,] and emphasizing the importance of health, safety and well-being, the Company’s aim is to create an environment that fully supports the needs of its employees providing opportunity for financial and career growth, an inclusive and collegial experience and purpose in doing work that matters.

To ensure that [removed: we are] [added: the Company is] consistently fulfilling this commitment, [removed: we] [added: DuPont] regularly [removed: gather] [added: gathers] feedback from our colleagues and [removed: analyze] [added: analyzes] our progress.

The Company offers a [removed: diverse] [added: wide] set of training, education and development opportunities, both formally and informally, throughout the year.

*Intended Electronics Separation*

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of a tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

Following the announcement of the Previously Intended Business Separations, in the second quarter 2024, DuPont completed a partial redemption of $650 million aggregate principal amount of its 2038 Notes and entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements.

In the first quarter of 2024, the Company completed the remaining $2 billion of buyback authority under the $5B Share Buyback Program repurchasing 27.9 million shares.

In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the transaction.

In connection with the Previously Intended Business Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback Program.

For more information, see the discussion of Liquidity & Capital Resources in See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

*Water District Settlement Agreement*

In April 2024, the $1.185B Water District Settlement became final and therefore DuPont’s $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the year ended December 31, 2024.

See Note 16 to the Consolidated Financial Statements for additional information.

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC.

Donatelle Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices.

The Company will invest approximately $70 million in its Electronics & Industrial segment to build new production assets at a Dayton, Ohio plant.

The new assets will expand polymer production capacity to meet growing customer demand from the semiconductor market.

At December 31, 2024, the Company had spent approximately $19 million since the start of the project and expects the new assets to be operational by the end of 2026.

Additionally, the Company expects to invest about $165 million over the next five years at its Newark, Delaware plant to expand domestic production capacity to meet global customer demand from the semiconductor market.

The multi-year investment plan will expand capacity and improve reliability for domestic supply assurance, improve product quality and consistency for advanced nodes, and expand manufacturing capabilities to enable new technology.

At December 31, 2024, the Company had spent approximately $40 million under the investment plan.

The new assets were online and operational in early 2024 and the total investment was approximately $400 million.

Corporate & Other includes DuPont's equity interest in Derby Holdings Group related to the Delrin® Divestiture.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources.

The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items.

The Company uses a wide variety of raw materials in the manufacturing of products.

SEASONALITY

Certain of the Company's sales are seasonal as consumer electronics and North American and European construction end-market demand generally increases in the second and third fiscal quarters resulting in sales increases in Interconnect Solutions and Shelter Solutions, respectively.

This seasonality is partially mitigated by the other products provided by the Company that have no material seasonal effect.

SUSTAINABILITY

DuPont believes that climate change is an important global environmental issue that presents risks and opportunities.

The Company is continuously evaluating opportunities for existing and new product and service offerings to meet the anticipated demands of a low-carbon economy.

In furtherance of these commitments, the Company supports several employee-led resource groups which are open to all employees.

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2B ASR Transaction").

The accelerated repurchase agreements under the $2B ASR Transaction were settled during the first quarter of 2024 and in total the Company repurchased 27.9 million shares under the transaction.

The completion of the $2B ASR Transaction completes the $5B Share Buyback Program and the Company's stock repurchase authorization.

Under the $1B Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.

DuPont received initial deliveries in February 2024 of 6 million shares of common stock.

The final number of shares to be repurchased will be based on the volume-weighted average stock price for DuPont common stock during the term of the ASR agreement, less an agreed upon discount.

Final settlement is expected in the second quarter 2024.

On July 1, 2021, DuPont completed the acquisition of the Laird Performance Materials business (the “Laird PM Acquisition”) from Advent International.

Beginning in and subsequent to the second quarter of 2023, the Company has elected to segregate the cash flows from discontinued operations from the cash flows from continuing operations in accordance with ASC 230, Statement of Cash Flows.

The Consolidated Statements of Cash Flows have been recast for all periods to reflect the change in presentation.

On July 1, 2021, the Company completed the acquisition of Laird Performance Materials ("Laird PM") from Advent International.

Laird PM is a leader in high-performance electromagnetic shielding and thermal management solutions.

The Company invested approximately $70 million in its Electronics & Industrial segment to build new production assets at a Newark, Delaware plant to expand the production of KALREZ® perfluoroelastomer parts to meet global customer demand from the semiconductor and industrials sectors.

The new assets were fully operational as of November 2023.

Start up and scaling for the new TYVEK® operating line began in the first quarter of 2024.

In addition, a portion of these indirect costs relate to activities the Company is contractually obligated under the separation agreements to continue to perform post the close of the Delrin® Divestiture and for which it is being reimbursed by the divested Delrin® business.

Corporate & Other includes Stranded Costs and Future Reimbursable Indirect Costs.

In 2023, DuPont continued to experience the impact of continued demand declines in consumer facing markets, channel inventory destocking and slower industrial demand in China.

ENVIRONMENTAL SOCIAL AND GOVERNANCE (ESG)

In 2019, DuPont announced its 2030 Sustainability Goals, including its Acting on Climate Goal - to reduce greenhouse gas (GHG) emissions measured from a base year of 2019 and deliver carbon neutral operations by 2050.

In the second quarter 2023, DuPont announced it had strengthened its climate goals.

Additional information about DuPont's sustainability strategy and 2030 Goals can be found on its website as discussed below and in several areas of this report, including: Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on page [35](#i351898e36c754d9d8c741ba1c4923915_70).

As such, the 2023 Sustainability Report, and certain other information under *Sustainability*, do not reflect and have not been adjusted to reflect, among other things, the Delrin® Divestiture.

The 2023 Sustainability Report includes discussion of the Company’s approach to ESG governance which is overseen by the Company’s Board of Directors.

In 2022 the Company took further actions to further align its governance and enterprise risk management practices around climate-related risks with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).

Nothing on the DuPont websites shall be deemed incorporated by reference into this Annual Report on Form 10-K.

The Company believes that diversity, equity and inclusion ("DE&I") is central to high employee engagement and seeks to foster an environment where employees can bring their authentic selves to work each day.

The more perspectives there are, the more ideas that can be generated, which makes DE&I a driver of innovation, and therefore, integral to the Company’s success.

DuPont believes that it can fulfill its purpose with the full commitment, participation, creativity, energy, and cooperative spirit of a diverse workforce.

The Company provides its Equal Employment Opportunity Employer Information Report (EEO-1), and other information on its DE&I efforts under *Diversity, Equity & Inclusion* in the "About Us" and "Sustainability" sections of its website.

The Company’s employee-led Employee Resource Groups (“ERGs”) help cultivate a culture of acceptance where employees feel not only accepted, but celebrated, at every level.

ERGs are open to everyone, people who share a common affinity and their allies.

As of December 31, 2023, the Company has eight corporate ERGs - DuPont Black Employees Network, DuPont Asian Group, DuPont Pride Network, DuPont Latin Network, DuPont Women’s Network, DuPont Veterans Network, DuPont Early Career Network, and DuPont Persons with Disabilities and Allies - all of which have regional and local chapters through the Company.

Each group is actively sponsored by senior leadership, helping model and promote inclusive values and behaviors.

The Company also offers DE&I tools and resources to educate managers and employees on cultivating and maintaining an inclusive work environment.

These resources include networking and mentoring practices, and opportunities for participation in external conferences and events, among others.

Annual DE&I Awards celebrate individuals and teams that are making a difference in the work environment and help inspire further actions.

Health

DuPont continues to embrace workplace flexibility wherever possible, recognizing that different jobs and teams have different requirements.

In office environments DuPont supports hybrid working, allowing employees to mix on-site and remote working.

[removed: *Divested] [added: *EIDP Divested] Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection*

Subsequent to this inspection, the U.S. Environmental Protection Agency (“EPA”), the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality [removed: (“DEQ”), the Company (originally through EIDP),] [added: (“Louisiana DEQ”), EIDP] and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.

The Directive seeks certain information as to future costs and information related to the [removed: historic] [added: historical] uses of PFAS and replacement chemicals including “information ranging from use and discharge of the chemicals through wastewater treatment plants, air emissions, and sales of products containing the chemicals to current development, manufacture, use and release of newer chemicals in the state.”

For many years, Denka, EIDP, and DuPont, as the current landlord, continued to work with the EPA, DOJ and Louisiana DEQ to achieve an amicable resolution.

On February 28, 2023, the United States Government, on behalf of the EPA, filed a lawsuit against Denka in Federal Court in Louisiana claiming that Denka’s continued chloroprene emissions constitute an imminent damage to the public.

A DuPont subsidiary is identified as a defendant in this matter simply as a landlord/property owner.

The lawsuit seeks injunctive relief requiring Denka to eliminate the alleged imminent and substantial endangerment posed by its chloroprene emissions from the facility.

In January 2025, the Court set a pre-trial schedule with an anticipated 10-day trial to begin in the second quarter 2025.

DuPont, Denka, EPA, DOJ and DEQ are continuing these discussions, which include potential settlement options.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] (the last day of the registrant's most recently completed second fiscal quarter), was approximately [removed: $33] [added: $34] billion based on the New York Stock Exchange closing price on such date.

The registrant had [removed: 417,582,864] [added: 418,049,127] shares of common stock, $0.01 par value, outstanding at February [removed: 13, 2024.][added: 12, 2025.]

Part III: Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.

For the year ended December 31, [removed: 2023][added: 2024]

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This [removed: communication] [added: document] contains [removed: "forward-looking statements"] [added: “forward-looking statements”] within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as [removed: "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target,"] [added: “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target, “outlook,”] “stabilization,” “confident,” “preliminary,” “initial,” and similar expressions and variations or negatives of these words.

All statements, other than statements of historical fact, are forward-looking statements, including statements regarding [removed: outlook.][added: outlook, expectations and guidance.]

[removed: Some] [added: the impact on DuPont’s resources, systems, procedures and controls, diversion] of [added: management’s attention and] the [removed: important factors that could cause DuPont's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i)] [added: impact and possible disruption of existing relationships with customers, suppliers, employees and other business counterparties; (v)] the possibility [removed: that] [added: of disruption, including disputes, litigation or unanticipated costs, in connection with] the [removed: Company may fail to realize] [added: Intended Electronics Separation; (vi)] the [removed: anticipated benefits] [added: uncertainty] of the [removed: $1 billion share repurchase program announced on February 6, 2024 and that] [added: expected financial performance of DuPont or] the [removed: program may be suspended, discontinued] [added: separated company following completion of the Intended Electronics Separation; (vii) negative effects of the announcement] or [removed: not completed prior to its termination] [added: pendency of the Intended Electronics Separation] on [removed: June 30, 2025; (ii) risks] [added: the market price of DuPont’s securities and/or on the financial performance of DuPont; (viii) the ability to achieve anticipated capital structures in connection with Intended Electronics Separation, including the future availability of credit] and [removed: uncertainties related] [added: factors that may affect such availability; (ix) the ability] to [added: achieve anticipated credit ratings in connection with] the [removed: settlement agreement concerning PFAS liabilities reached June 2023] [added: Intended Electronics Separation; (x) the ability to achieve anticipated tax treatments in connection] with [removed: plaintiff water utilities by Chemours, Corteva, EIDP] [added: the Intended Electronics Separation] and [removed: DuPont; (iii)] [added: completed and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; (xi)] risks and costs related to each of the parties respective performance under and the impact of the arrangement to share future eligible PFAS costs by and [removed: between] [added: among] DuPont, Corteva and Chemours, including the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations; [added: and] changes in laws and regulations applicable to PFAS chemicals; [removed: (iv) ability to achieve anticipated tax treatments in connection with completed and future, if any, divestitures, mergers, acquisitions and other portfolio changes actions and impact of changes in relevant tax and other laws; (v)] [added: (xii)] indemnification of certain legacy liabilities; [removed: (vi)] [added: (xiii) the] failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with [added: the Intended Electronics Separation and] completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; [removed: (vii)] [added: (xiv) the] risks and uncertainties, including increased costs and the ability to obtain raw materials and meet customer needs from, among other events, pandemics and responsive actions; [removed: timing and recovery from demand declines in consumer-facing markets, including in China;] [added: (xv)] adverse changes in worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions; and other factors beyond [removed: the Company's] [added: DuPont’s] control, including inflation, recession, military conflicts, natural and other disasters or [removed: weather related] [added: weather-related] events, that impact the operations of [removed: the Company,] [added: DuPont,] its customers and/or [added: its] suppliers; [removed: (viii)] [added: (xvi) the] ability to offset increases in cost of inputs, including raw materials, energy and logistics; [removed: (ix)] [added: (xvii) the] risks associated with [removed: demand and market conditions in the semiconductor industry and associated end markets, including from] continuing or expanding trade disputes or restrictions, [added: new or increased tariffs or export controls] including on exports to China of U.S.-regulated products and technology; [removed: (x)] [added: (xviii) the] risks, including ability to achieve, and costs associated with DuPont’s sustainability [removed: strategy] [added: strategy,] including the actual conduct of [removed: the company’s] [added: DuPont’s] activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; [removed: and (xi)] [added: (xix)] other risks to [removed: DuPont's] [added: DuPont’s] business and operations, including the risk of impairment; [removed: each as further] [added: and (xx) other risk factors] discussed in DuPont’s most recent annual report and subsequent current and periodic reports filed with the U.S. Securities and Exchange Commission.

| [PART I](#icdcee239873d42d6a5337e11b6d8c157_13) | | | | | | | | | | | |

| [PART II](#icdcee239873d42d6a5337e11b6d8c157_49) | | | | | | | | | | | |

| [PART III](#icdcee239873d42d6a5337e11b6d8c157_115) | | | | | | | | | | | |

| [SIGNATURES](#icdcee239873d42d6a5337e11b6d8c157_145) | | | | | | | | | [62](#icdcee239873d42d6a5337e11b6d8c157_145) | | |

Overview

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

Effective in the first quarter 2025, in light of the Intended Electronics Separation, the Company will realign its management and reporting structure.

This realignment will result in a change in reportable segments in the first quarter of 2025 which will change the manner in which the Company reports its financial results by segment (the "2025 Segment Realignment"), principally with the businesses comprising the Intended Electronics Separation to be reported as a single reportable segment.

The businesses that comprise the Intended Electronics Separation are the businesses that currently comprise Semiconductor and Interconnect Solutions, as well as the electronics businesses that are currently part of Industrial Solutions.

The results of operations discussion included in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the segment information in the Consolidated Financial Statements, are not reflective of the impact of 2025 Segment Realignment.

Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies) that are intended to optimize business operations across the segment leading to enhanced value for customers and cost savings.

The net trade revenue table, within Note 5 to the Consolidated Financial Statements, has been recast for all periods presented to reflect the new structure.

The realignment did not result in changes to total Electronics & Industrial segment net sales.

On November 1, 2023, DuPont completed the divestiture of the Delrin® acetal homopolymer (H-POM) business to TJC LP, (the “Delrin® Divestiture”).

On November 1, 2022, DuPont completed the divestiture of the majority of the historic Mobility & Materials segment, (the “M&M Divestiture”).

The results of operations for the year ended December 31, 2023, present the financial results of the Delrin® Divestiture as discontinued operations.

The results of operations for the year ended December 31, 2022, present the financial results of both the M&M Divestiture and the Delrin® Divestiture as discontinued operations.

Unless otherwise indicated, the discussion of results, including the financial measures further discussed below, refers only to DuPont's Continuing Operations and does not include discussion of balances or activity of the M&M Divestiture or the Delrin® Divestiture.

Some of the important factors that could cause DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of DuPont to effect the Intended Electronics Separation and to meet the conditions related thereto; (ii) the possibility that the Intended Electronics Separation will not be completed within the anticipated time period or at all; (iii) the possibility that the Intended Electronics Separation will not achieve its intended benefits; (iv) the impact of Intended Electronics Separation on DuPont’s businesses and the risk that the separation may be more difficult, time-consuming or costly than expected, including

| [PART I](#i351898e36c754d9d8c741ba1c4923915_13) | | | | | | | | | | | |

| [PART II](#i351898e36c754d9d8c741ba1c4923915_52) | | | | | | | | | | | |

| [PART IV](#i351898e36c754d9d8c741ba1c4923915_151) | | | | | | | | | | | |

| [SIGNATURES](#i351898e36c754d9d8c741ba1c4923915_163) | | | | | | | | | [62](#i351898e36c754d9d8c741ba1c4923915_163) | | |

However, risks from previous cybersecurity incidents, have not materially [removed: affected, and are not reasonably likely to materially affect,] [added: affected] the Company, including its [removed: business] strategy, results of operations or financial condition.

The CIO has [removed: fifteen] [added: sixteen] years of cybersecurity experience, including [removed: six] [added: seven] years with DuPont, and the CISO has [removed: twenty-six] [added: seventeen] years of cybersecurity experience, including [removed: one year] [added: over three years] with DuPont.

| *Geographic Region* | | | *Electronics & Industrial* | | | *Water & Protection* | | | *Corporate & Other* | | | *Total* [removed: *2*] [added: *1*] | | |

| Asia Pacific | | | [removed: 20] [added: 18] | | | [removed: 10] [added: 9] | | | [removed: 2] [added: 1] | | | [removed: 32] [added: 28] | | |

| EMEA [removed: 1] [added: 2] | | | 6 | | | [removed: 8] [added: 9] | | | 2 | | | [removed: 16] [added: 17] | | |

| U.S. & Canada | | | [removed: 29] [added: 36] | | | [removed: 14] [added: 16] | | | 8 | | | [removed: 51] [added: 60] | | |

The number of manufacturing sites at December 31, 2024 is as follows:

| Total | | | 64 | | | 34 | | | 12 | | | 110 | | |

1.

Collectively there are approximately 100 principal sites in total.

The number of manufacturing and other significant sites by reportable segment and geographic area around the world at December 31, 2023 is as follows:

| Total | | | 59 | | | 32 | | | 13 | | | 104 | | |

1..

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

During [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the Company paid quarterly dividends on its common stock of [removed: $0.36] [added: $0.38] and [removed: $0.33] [added: $0.36] per share, respectively.

At January 31, [removed: 2024,] [added: 2025,] there were [removed: 64,151] [added: 60,030] stockholders of record.

In [removed: November 2022, DuPont’s] [added: the first quarter of 2024, the Company’s] Board of Directors approved [removed: a new share repurchase program] [added: the $1B Share Buyback Program] authorizing the repurchase and retirement of up to [removed: $5] [added: $1] billion of common [removed: stock, (the “$5B Share Buyback Program").][added: stock.]

For the three months ended December 31, [removed: 2023,] [added: 2024,] there were no purchases of the Company’s common stock.

The chart illustrates the cumulative total return of the Company's stock based on a presumed investment of $100 on December 31, [removed: 2018] [added: 2019] and a presumption that all dividends were reinvested.

[removed: ][added: ]

| Cumulative Total Return | | | *December 31, [removed: 2018* | | | *May 31,] 2019* [removed: *1*] | | | *December 31, [removed: 2019*] [added: 2020*] | | | *December 31, [removed: 2020*] [added: 2021*] | | | *December 31, [removed: 2021*] [added: 2022*] | | | *December 31, [removed: 2022*] [added: 2023*] | | | *December 31, [removed: 2023*] [added: 2024*] | | |

At December 31, 2024, $500 million is the approximate dollar value of shares that may be purchased by the Company under this program.

In connection with the Previously Intended Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback program.

See the discussion under Liquidity and Capital Resources starting on page [47](#i598f53debd07405b8eb82a533e35698b_51078) for more information.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| DuPont | | | $ | 100.00 | | $ | 113.31 | | $ | 130.75 | | $ | 113.25 | | $ | 129.48 | | $ | 130.81 | |

| S&P 500 | | | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |

| S&P Industrials | | | $ | 100.00 | | $ | 111.06 | | $ | 134.52 | | $ | 127.15 | | $ | 150.20 | | $ | 176.44 | |

| | | | | | | | | | | | | | | | | | | | | |

The DuPont Board of Directors on February 5, 2024, declared a first quarter 2024 dividend of $0.38 per share, a 6 percent per share increase versus the first quarter 2023 dividend.

The first quarter 2024 dividend is payable on March 15, 2024, to holders of record at the close of business on February 29, 2024.

At December 31, 2023, there was no remaining buyback authorization.

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

The historical stock prices of DuPont presented in the chart have been adjusted to reflect the impact of the DWDP Distributions and the Reverse Stock Split.

The Company elected to display the closing price on May 31, 2019, the day preceding the Corteva Distribution, in order to provide the reader a more useful baseline for the Company's performance as a specialty products company after consummation of the DWDP Distributions.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| DuPont | | | $ | 100.00 | | $ | 85.96 | | $ | 86.18 | | $ | 97.65 | | $ | 112.69 | | $ | 97.60 | | $ | 111.59 | |

| S&P 500 | | | $ | 100.00 | | $ | 110.74 | | $ | 131.49 | | $ | 155.68 | | $ | 200.37 | | $ | 164.08 | | $ | 207.21 | |

| S&P Industrials | | | $ | 100.00 | | $ | 112.55 | | $ | 129.37 | | $ | 143.68 | | $ | 174.02 | | $ | 164.49 | | $ | 194.31 | |

1.

Represents the day preceding the Corteva Distribution.

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

As of December 31, [removed: 2023,] [added: 2024,] the Company's [added: Executive Chairman (Principal Executive Officer (PEO)),] Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the [added: PEO,] CEO and CFO concluded that these disclosure controls and procedures are effective.

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] excluded [removed: Spectrum Plastics Group,] [added: Donatelle Plastics, LLC,] which was acquired by the Company in [removed: August 2023.][added: July 2024.]

The total assets and total net sales of [removed: Spectrum Plastics Group] [added: Donatelle Plastics, LLC] excluded from management’s assessment of internal control over financial reporting [added: both] represent less than 1 percent [removed: and less than 2 percent, respectively,] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2023.][added: 2024.]

The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting was effective as of December 31, [removed: 2023] [added: 2024] (see page F-2).

During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

Information related to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information related to DuPont’s insider trading policies and procedures applicable to directors, officers and employees, and to the Company itself is contained in the definitive Proxy Statement for the 2025 Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

A copy of the Company's Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

Information related to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to beneficial ownership of DuPont de Nemours, Inc. common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of DuPont de Nemours, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.

Information with respect to fees and services related to the Company’s independent auditors, PricewaterhouseCoopers LLP, and the disclosure of the Audit Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders of DuPont and are incorporated herein by reference.

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

| (In millions) for the years ended December 31, | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Balance at beginning of period | | | $ | [removed: 38] [added: 40] | | $ | [removed: 28] [added: 38] | | $ | [removed: 32] [added: 28] | |

| Additions charged to expenses | | | [removed: 12] [added: 17] | | | [removed: 11] [added: 12] | | | [removed: 6] [added: 11] | | |

| Deductions from [removed: reserves1] [added: reserves 1] | | | [removed: (10)] [added: (31)] | | | [removed: (1)] [added: (10)] | | | [removed: (10)] [added: (1)] | | |

| Balance at end of period | | | $ | [removed: 40] [added: 26] | | $ | [removed: 38] [added: 40] | | $ | [removed: 28] [added: 38] | |

| Balance at beginning of period | | | $ | [removed: 4] [added: 8] | | $ | [removed: 6] [added: 4] | | $ | [removed: 3] [added: 6] | |

| Additions charged to expenses | | | [removed: 14] [added: 41] | | | [removed: 18] [added: 14] | | | [removed: 34] [added: 18] | | |

| Deductions from [removed: reserves2] [added: reserves 2] | | | [removed: (10)] [added: (14)] | | | [removed: (20)] [added: (10)] | | | [removed: (31)] [added: (20)] | | |

| Balance at end of period | | | $ | [removed: 8] [added: 35] | | $ | [removed: 4] [added: 8] | | $ | [removed: 6] [added: 4] | |

| Balance at beginning of period | | | $ | [removed: 703] [added: 738] | | $ | [removed: 700] [added: 703] | | $ | [removed: 617] [added: 700] | |

| Additions [removed: 3, 4] [added: 3] | | | [removed: 47] [added: 122] | | | [removed: 125] [added: 47] | | | [removed: 152] [added: 125] | | |

| Deductions from reserves 3 | | | [removed: (12)] [added: (88)] | | | [removed: (122)] [added: (12)] | | | [removed: (69)] [added: (122)] | | |

| Balance at end of period | | | $ | [removed: 738] [added: 772] | | $ | [removed: 703] [added: 738] | | $ | [removed: 700] [added: 703] | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1666700/000119312521014077/d114181dex101.htm)] | | | | | | Memorandum of Understanding, dated January 22, 2021, by and among DuPont de Nemours, Inc., Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed January 22, 2021. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)[3](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)†] [added: [10.3](https://www.sec.gov/Archives/edgar/data/1666700/000119312521027962/d11627dex101.htm)†] | | | | | | Tax Matters Agreement dated February 1, 2021, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc. incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed February 4, 2021. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)†] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)[4](https://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)†] | | | | | | Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 2.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)[7](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)[5](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] | | | | | | Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] | | | | | | Amended and Restated Tax Matters Agreement, effective as of June 1, 2019, by and among DowDuPont Inc., Corteva, Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)[9](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)[7](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] | | | | | | DuPont de Nemours, Inc. 2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8- K filed May 29, 2020. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[0](http://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] | | | | | | DuPont Senior Executive Severance Plan, effective as of June 1, 2019, incorporated by reference to Exhibit 10.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | | | | |

| | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[9](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] | | | | | | DuPont Management Deferred Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)[2](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)[0](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] | | | | | | DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019, incorporated by reference to Exhibit 10.6 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[3](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] | | | | | | DuPont Deferred Variable Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.7 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)[4](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)[2](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] | | | | | | DuPont Retirement Savings Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.8 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[5](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[3](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)] | | | | | | DuPont Pension Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.9 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[16](http://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[4](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)] | | | | | | DuPont Omnibus Incentive Plan effective June 1, 2019, incorporated by reference to Exhibit 10.10 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[7](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[5](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)] | | | | | | Amended and Restated Employment Agreement by and between DuPont de Nemours, Inc. and Edward D. Breen, dated as of December 28, 2019, incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc. Current Report on Form 8-K filed December 29, 2020. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)] | | | | | | Employment Letter Agreement by and between DuPont de Nemours, Inc. and Edward D. Breen, dated as of February 6, 2023, incorporated by reference to Exhibit 10.1 to DuPont de Nemours, Inc. Current Report on Form 8-K filed February 7, 2023. | | | | | |

| | | | [removed: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit21123123.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit21123124.htm)] | | | | | | Subsidiaries of the Registrant. | | | | | |

| | | | [removed: [23](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit23123123.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit23123124.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | | | | | |

| | | | [removed: [24](#i351898e36c754d9d8c741ba1c4923915_163)] [added: [24](#icdcee239873d42d6a5337e11b6d8c157_145)] | | | | | | Power of Attorney (included as part of signature page). | | | | | |

| | | | [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit311123123.htm)*] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit311123124.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit312123123.htm)*] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit312123124.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit321123123.htm)*] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit321123124.htm)*] | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670024000008/exhibit322123123.htm)*] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit322123124.htm)*] | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [19](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit19123124.htm)* | | | | | | DuPont de Nemours, Inc. Insider Trading Policy. | | | | | |

| | | | [31.3](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit313123124.htm)* | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [33.3](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit323123124.htm)* | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

4.Includes approximately $50 million related to the acquisition of Laird Performance Materials in 2021.

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

| | | | | | | | | | | | | | | |

Date: February [removed: 15, 2024][added: 14, 2025]

| | | | /s/ LORI [added: D.] KOCH | | | | | | [removed: Executive Vice President and] Chief [removed: Financial] [added: Executive] Officer [removed: (Principal Financial Officer)] [added: and Director] | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | Lori [added: D.] Koch | | | | | | | | | | | | | | |

| | | | /s/ MICHAEL G. GOSS | | | | | | Vice President and Controller | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ AMY G. BRADY | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ RUBY R. CHANDY | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ TERRENCE R. CURTIN | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ ALEXANDER M. CUTLER | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ ELEUTHERE I. DU PONT | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ KRISTINA M. JOHNSON | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ LUTHER C. [removed: KISSAM] [added: KISSAM, IV] | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | Luther C. [removed: Kissam] [added: Kissam, IV] | | | | | | | | | | | | | | |

| | | | /s/ FREDERICK M. LOWERY | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ DEANNA M. MULLIGAN | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| | | | /s/ STEVEN M. STERIN | | | | | | Director | | | | | | February [removed: 15, 2024] [added: 14, 2025] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#i351898e36c754d9d8c741ba1c4923915_172)] [added: Reporting](#icdcee239873d42d6a5337e11b6d8c157_154)] | | | [removed: F-[2](#i351898e36c754d9d8c741ba1c4923915_172)] [added: F-[2](#icdcee239873d42d6a5337e11b6d8c157_154)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i351898e36c754d9d8c741ba1c4923915_175) 238[)](#i351898e36c754d9d8c741ba1c4923915_175)] [added: ID](#icdcee239873d42d6a5337e11b6d8c157_157) 238[)](#icdcee239873d42d6a5337e11b6d8c157_157)] | | | [removed: F-[3](#i351898e36c754d9d8c741ba1c4923915_175)] [added: F-[3](#icdcee239873d42d6a5337e11b6d8c157_157)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i351898e36c754d9d8c741ba1c4923915_184)[3](#i351898e36c754d9d8c741ba1c4923915_184)[, 202](#i351898e36c754d9d8c741ba1c4923915_184)[2](#i351898e36c754d9d8c741ba1c4923915_184)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_166)[4](#icdcee239873d42d6a5337e11b6d8c157_166)[, 202](#icdcee239873d42d6a5337e11b6d8c157_166)[3](#icdcee239873d42d6a5337e11b6d8c157_166)] [and [removed: 20](#i351898e36c754d9d8c741ba1c4923915_184)[21](#i351898e36c754d9d8c741ba1c4923915_184)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_166)[2](#icdcee239873d42d6a5337e11b6d8c157_166)] | | | [removed: F-[6](#i351898e36c754d9d8c741ba1c4923915_184)] [added: F-[6](#icdcee239873d42d6a5337e11b6d8c157_166)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i351898e36c754d9d8c741ba1c4923915_187)[3](#i351898e36c754d9d8c741ba1c4923915_187)[, 202](#i351898e36c754d9d8c741ba1c4923915_187)[2](#i351898e36c754d9d8c741ba1c4923915_187)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_169)[4](#icdcee239873d42d6a5337e11b6d8c157_169)[, 202](#icdcee239873d42d6a5337e11b6d8c157_169)[3](#icdcee239873d42d6a5337e11b6d8c157_169)] [and [removed: 202](#i351898e36c754d9d8c741ba1c4923915_187)[1](#i351898e36c754d9d8c741ba1c4923915_187)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_169)[2](#icdcee239873d42d6a5337e11b6d8c157_169)] | | | [removed: F-[7](#i351898e36c754d9d8c741ba1c4923915_187)] [added: F-[7](#icdcee239873d42d6a5337e11b6d8c157_169)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i351898e36c754d9d8c741ba1c4923915_190)[3](#i351898e36c754d9d8c741ba1c4923915_190)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_172)[4](#icdcee239873d42d6a5337e11b6d8c157_172)] [and December 31, [removed: 202](#i351898e36c754d9d8c741ba1c4923915_190)[2](#i351898e36c754d9d8c741ba1c4923915_190)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_172)[3](#icdcee239873d42d6a5337e11b6d8c157_172)] | | | [removed: F-[8](#i351898e36c754d9d8c741ba1c4923915_190)] [added: F-[8](#icdcee239873d42d6a5337e11b6d8c157_172)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i351898e36c754d9d8c741ba1c4923915_193)[3](#i351898e36c754d9d8c741ba1c4923915_193)[, 202](#i351898e36c754d9d8c741ba1c4923915_193)[2](#i351898e36c754d9d8c741ba1c4923915_193)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_175)[4](#icdcee239873d42d6a5337e11b6d8c157_175)[, 202](#icdcee239873d42d6a5337e11b6d8c157_175)[3](#icdcee239873d42d6a5337e11b6d8c157_175)] [and [removed: 202](#i351898e36c754d9d8c741ba1c4923915_193)[1](#i351898e36c754d9d8c741ba1c4923915_193)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_175)[2](#icdcee239873d42d6a5337e11b6d8c157_175)] | | | [removed: F-[9](#i351898e36c754d9d8c741ba1c4923915_193)] [added: F-[9](#icdcee239873d42d6a5337e11b6d8c157_175)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#i351898e36c754d9d8c741ba1c4923915_196)[3](#i351898e36c754d9d8c741ba1c4923915_196)[, 202](#i351898e36c754d9d8c741ba1c4923915_196)[2](#i351898e36c754d9d8c741ba1c4923915_196)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_178)[4](#icdcee239873d42d6a5337e11b6d8c157_178)[, 202](#icdcee239873d42d6a5337e11b6d8c157_178)[3](#icdcee239873d42d6a5337e11b6d8c157_178)] [and [removed: 202](#i351898e36c754d9d8c741ba1c4923915_196)[1](#i351898e36c754d9d8c741ba1c4923915_196)] [added: 202](#icdcee239873d42d6a5337e11b6d8c157_178)[2](#icdcee239873d42d6a5337e11b6d8c157_178)] | | | [removed: F-[11](#i351898e36c754d9d8c741ba1c4923915_196)] [added: F-[11](#icdcee239873d42d6a5337e11b6d8c157_178)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i351898e36c754d9d8c741ba1c4923915_199)] [added: Statements](#icdcee239873d42d6a5337e11b6d8c157_181)] | | | [removed: F-[12](#i351898e36c754d9d8c741ba1c4923915_199)] [added: F-[12](#icdcee239873d42d6a5337e11b6d8c157_181)] | | |

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control-Integrated Framework (2013)*.

Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] excluded [removed: Spectrum Plastics Group,] [added: Donatelle Plastics, LLC,] which was acquired by the Company in [removed: August 2023.][added: July 2024.]

The total assets and total net sales of [removed: Spectrum Plastics Group] [added: Donatelle Plastic, LLC] excluded from management’s assessment of internal control over financial reporting [added: both] represent [removed: about] less than 1 percent [removed: and less than 2 percent, respectively,] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2023.][added: 2024.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] as stated in its report, which is presented on the following pages.

| /s/ EDWARD D. BREEN | | | | | | /s/ LORI [added: D.] KOCH | | | [added: | | | /s/ ANTONELLA B. FRANZEN | | |]

| Edward D. Breen [removed: Chief] Executive [removed: Officer] [added: Chairman] | | | | | | Lori [added: D.] Koch Chief [added: Executive Officer | | | | | | Antonella B. Franzen Chief] Financial Officer | | |

[removed: February 15, 2024][added: | 2024 | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: Spectrum Plastics Group] [added: Donatelle Plastics, LLC] from its assessment of internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] because it was acquired by the Company in a purchase business combination during [removed: 2023.][added: 2024.]

We have also excluded [removed: Spectrum Plastics Group] [added: Donatelle Plastics, LLC] from our audit of internal control over financial reporting.

[removed: Spectrum Plastics Group] [added: Donatelle Plastics, LLC] is a wholly-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting [added: both] represent less than 1 percent [removed: and less than 2 percent, respectively,] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2023.][added: 2024.]

[added: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and] dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

| | | | /s/ ANTONELLA B. FRANZEN | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February 14, 2025 | | |

| | | | Antonella B. Franzen | | | | | | | | | | | | | | |

| | | | /s/ EDWARD D. BREEN | | | | | | Executive Chairman | | | | | | February 14, 2025 | | |

| | | | /s/ JAMES A. LICO | | | | | | Director | | | | | | February 14, 2025 | | |

| | | | James A. Lico | | | | | | | | | | | | | | |

February 14, 2025

the terminal growth rate and the tax rate for the income approach and market multiples for the market approach.

February 14, 2025

| Net income | | | $ | 738 | | $ | 462 | | $ | 5,917 | |

| Net income | | | $ | 738 | | $ | 462 | | $ | 5,917 | |

| Loss on debt extinguishment | | | 74 | | | — | | | — | | |

| Interest rate swap loss | | | 138 | | | — | | | — | | |

| Payment of excise tax on purchase of treasury stock | | | (21) | | | — | | | — | | |

*(Continued on the following page)*

| Excise tax on purchase of treasury stock | | | — | | | — | | | (21) | | | — | | | — | | | — | | | (21) | | |

| Net income | | | — | | | — | | | 703 | | | — | | | — | | | 35 | | | 738 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Forward contracts for share repurchase | | | — | | | (100) | | | — | | | — | | | — | | | — | | | (100) | | |

| Settlement of forward contracts for share repurchase | | | — | | | 498 | | | — | | | — | | | (498) | | | — | | | — | | |

| Balance at December 31, 2024 | | | $ | 4 | | $ | 47,922 | | $ | (23,076) | | $ | (1,500) | | $ | — | | $ | 443 | | $ | 23,793 | |

| 3 | | | [Acquisitions](#icdcee239873d42d6a5337e11b6d8c157_190) | | | F-[20](#icdcee239873d42d6a5337e11b6d8c157_190) | | |

| 4 | | | [Divestitures](#icdcee239873d42d6a5337e11b6d8c157_193) | | | F-[23](#icdcee239873d42d6a5337e11b6d8c157_193) | | |

| 5 | | | [Revenue](#icdcee239873d42d6a5337e11b6d8c157_196) | | | F-[24](#icdcee239873d42d6a5337e11b6d8c157_196) | | |

| 7 | | | [Supplementary Information](#icdcee239873d42d6a5337e11b6d8c157_202) | | | F-[28](#icdcee239873d42d6a5337e11b6d8c157_202) | | |

| 11 | | | [Inventories](#icdcee239873d42d6a5337e11b6d8c157_214) | | | F-[34](#icdcee239873d42d6a5337e11b6d8c157_214) | | |

| 13 | | | [Nonconsolidated Affiliates](#icdcee239873d42d6a5337e11b6d8c157_220) | | | F-[35](#icdcee239873d42d6a5337e11b6d8c157_220) | | |

| 17 | | | [Leases](#icdcee239873d42d6a5337e11b6d8c157_235) | | | F-[45](#icdcee239873d42d6a5337e11b6d8c157_235) | | |

| 18 | | | [Stockholders' Equity](#icdcee239873d42d6a5337e11b6d8c157_238) | | | F-[47](#icdcee239873d42d6a5337e11b6d8c157_238) | | |

| 20 | | | [Stock-Based Compensation](#icdcee239873d42d6a5337e11b6d8c157_250) | | | F-[56](#icdcee239873d42d6a5337e11b6d8c157_250) | | |

| 21 | | | [Financial Instruments](#icdcee239873d42d6a5337e11b6d8c157_253) | | | F-[61](#icdcee239873d42d6a5337e11b6d8c157_253) | | |

Intended Electronics Separation

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

losses are included in income in the period in which they occur.

In 2024, the Company issued a notice of partial redemption concerning the associated long-term debt linked to this hedging relationship.

As a result, the Company dedesignated the hedging relationship, and fair value hedge accounting is no longer applied to these swaps.

After dedesignation, changes in fair value of these swaps are recognized directly in earnings in “Sundry income (expense) – net” in the Consolidated Statements of Operations, resulting in gains or losses that are separate from the hedged item.

In addition, the Company has entered into two forward-starting fixed-to-floating interest rate swap agreements to hedge changes in the fair value of the Company’s long-term debt resulting from interest rate movements.

[Table](#i351898e36c754d9d8c741ba1c4923915_7) [of](#i351898e36c754d9d8c741ba1c4923915_7) [Contents](#i351898e36c754d9d8c741ba1c4923915_7)

| | | | /s/ EDWARD D. BREEN | | | | | | Chief Executive Officer and Director | | | | | | February 15, 2024 | | |

| | | | | | |

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

market and industry data; and (iii) whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

*Valuation of customer-related intangible asset - Spectrum Plastics Group acquisition*

As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) for total consideration of $1,792 million on August 1, 2023, which resulted in $772 million of a customer-related intangible asset being recorded.

As disclosed by management, this required the use of several assumptions and estimates, including, but not limited to the customer attrition rate, the discount rate, the economic life, the EBITDA margin, the contributory asset charge, net sales attributable to existing customers and the projected revenue for the customer-related intangible asset.

The principal considerations for our determination that performing procedures relating to the valuation of the customer-related intangible asset acquired in the acquisition of Spectrum is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer-related intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue, net sales attributable to existing customers, EBITDA margin, customer attrition rate, discount rate, economic life and contributory asset charges; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer-related intangible asset and controls over the development of significant assumptions related to projected revenue, net sales attributable to existing customers, EBITDA margin, customer attrition rate, discount rate, economic life, and contributory asset charges.

These procedures also included, among others (i) testing management’s process for estimating the fair value of the customer-related intangible asset acquired; (iii) evaluating the appropriateness of the valuation method; (iv) testing the completeness and accuracy of underlying data used by management in the valuation method; and (v) evaluating the reasonableness of significant assumptions used by management related to projected revenue, net sales attributable to existing customers, EBITDA margin, customer attrition rate, discount rate, economic life, and contributory asset charges.

Evaluating the reasonableness of management’s significant assumptions related to projected revenue, net sales attributable to existing customers, and EBITDA margin involved considering (i) the current economic conditions and recent operating results of Spectrum; (ii) external market and industry data; and (iii) whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation method and (ii) the reasonableness of customer attrition rate, discount rate, economic life and contributory asset charges assumptions.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Split-off of N&B | | | — | | | — | | | 258 | | |

| Assets | | | | | | | | |

| Marketable securities | | | — | | | 1,302 | | |

| Liabilities of discontinued operations | | | — | | | 146 | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 1, 2021 | | | $ | 7 | | $ | 50,039 | | $ | (11,586) | | $ | 44 | | $ | — | | $ | 566 | | $ | 39,070 | |

| Net income | | | — | | | — | | | 6,467 | | | — | | | — | | | 48 | | | 6,515 | | |

| Contributions from non-controlling interest | | | — | | | — | | | — | | | — | | | — | | | 84 | | | 84 | | |

| Split-off of N&B | | | (2) | | | — | | | (15,926) | | | — | | | — | | | (27) | | | (15,955) | | |

| 3 | | | [Acquisitions](#i351898e36c754d9d8c741ba1c4923915_208) | | | F-[20](#i351898e36c754d9d8c741ba1c4923915_208) | | |

| 4 | | | [Divestitures](#i351898e36c754d9d8c741ba1c4923915_211) | | | F-[22](#i351898e36c754d9d8c741ba1c4923915_211) | | |

| 5 | | | [Revenue](#i351898e36c754d9d8c741ba1c4923915_214) | | | F-[26](#i351898e36c754d9d8c741ba1c4923915_214) | | |

| 7 | | | [Supplementary Information](#i351898e36c754d9d8c741ba1c4923915_220) | | | F-[29](#i351898e36c754d9d8c741ba1c4923915_220) | | |

| 11 | | | [Inventories](#i351898e36c754d9d8c741ba1c4923915_235) | | | F-[35](#i351898e36c754d9d8c741ba1c4923915_235) | | |

| 13 | | | [Nonconsolidated Affiliates](#i351898e36c754d9d8c741ba1c4923915_241) | | | F-[36](#i351898e36c754d9d8c741ba1c4923915_241) | | |

| 17 | | | [Leases](#i351898e36c754d9d8c741ba1c4923915_256) | | | F-[46](#i351898e36c754d9d8c741ba1c4923915_256) | | |

| 18 | | | [Stockholders' Equity](#i351898e36c754d9d8c741ba1c4923915_259) | | | F-[48](#i351898e36c754d9d8c741ba1c4923915_259) | | |

| 21 | | | [Financial Instruments](#i351898e36c754d9d8c741ba1c4923915_274) | | | F-[64](#i351898e36c754d9d8c741ba1c4923915_274) | | |

Beginning in the second quarter of 2023, the Company has segregated the cash flows from discontinued operations from the cash flows from continuing operations in accordance with ASC 230, Statement of Cash Flows.

The Consolidated Statements of Cash Flows have been recast for all periods to reflect the change in presentation.

N&B Transaction

On February 1, 2021, DuPont completed the separation and distribution of the Nutrition & Biosciences business segment (the "N&B Business"), and merger of Nutrition & Biosciences, Inc. (“N&B”), a DuPont subsidiary formed to hold the N&B Business, with a subsidiary of International Flavors & Fragrances Inc. ("IFF").

The distribution was effected through an exchange offer (the “Exchange Offer”) and the consummation of the Exchange Offer was followed by the merger of N&B with a wholly owned subsidiary of IFF, with N&B surviving the merger as a wholly owned subsidiary of IFF (the “N&B Merger” and, together with the Exchange Offer, the “N&B Transaction”).